Limited Liability Companies (LLCS)

What are the characteristics of Limited Liability Companies?

At least two applicants must build a Limited Liability Company (LLC); these may be a legal entity or a natural person of any nationality. In 95% of the cases, two staff members go to the notary to sign the constitution protocol so that the client doesn’t have to sign these documents. The subscribers don’t have to be partners and, in most cases, aren’t.

The Partners are the owners of the Limited Liability Company (LLC) and are the ones that provide the social capital of the company. Our law demands a minimum of two (2) partners that may be of any nationality. The partners may be legal entities or natural persons. Their full names, identifications, and addresses will appear in the Articles of Incorporation, a public document. The partners may transfer their participation in Limited Liability Companies (LLCs) through a private document.

The capital is composed of shares from the partners represented in money, work, or assets. It may be represented in the currency of any country. It does not demand the subscription of the capital nor that of any sum of money for that company to operate. However, the total amount of which must be specified in its articles of incorporation. With the current modification of the law, it is no longer mandatory for each partner’s input to appear in the incorporation articles.

The objectives that a Limited Liability Company (LLC) may have are inclusive; it can carry out any activity as long as it does not go against the law, including all types of commercial activities.

Limited Liability Companies (LLCs) can be managed by one or more people who may be legal entities or natural persons of any nationality. They don’t necessarily need to be partners. Dignitaries may also be assigned to occupy the offices of the President, Secretary, and Treasurer.
The client will have the liberty of hiring the nominal manager service for one or more of our team members to occupy these positions.

Articles of Incorporation
It is the document through which the Limited Liability Company (LLC) is conformed. It must be made into a Public instrument and inscribed in the Public Registry of Panama. The Articles of Incorporation may be issued in any language.

Participation Certificates
The Participation Shares that form the social capital are represented by participation certificates, which must be issued nominally. They are not considered securities, so transferring them will not be sufficient to endorse and deliver them; the transfer needs to be approved by the partners.

Each partner who has paid their social participation in its totality will have a right for a vote in the company's deliberations, in proportion to the value of their participation in the social capital.

The Panamanian law allows Limited Liability Companies (LLCs) to be constituted perpetually, meaning for an indefinite period of time.

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